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JUL-31-2092 09:29 �RMBRIR 1707 935 6649 P.05i07 and assigns (collectively referred to as "Indemnified Party")harmless from any and all liabilities, losses, claims, demands, or orders arising out of the Corrective Action Shell performs pursuant to this Agreement, except to the extent that any said liabilities, losses,claims, demands, or orders may be attributed in whole or in part to the negligence, gross negligence or intentional act of the Indemnified Party. Shell's indemnification obligation shall not include direct or indirect economic loss attributable to short term business interruptions as a result of Shell's activities on the Property.This indemnity shall terminate at the time the Corrective Action is complete as set forth in paragraph 3 of this Agreement and be of no further force or effect. LICENSOR REPRESENTS AND'WARRANTS THAT IT HAS READ THIS RELEASE AND HAS CONSULTED ITS AT'T'ORNEY OR HAS HAD THE OPPORTUNITY TO CONSULT AN ATTORNEY AND FREELY CHOSE NOT TO DO SO. 9, Dispute Resolution. The Parties agree that should any dispute arise under this Agreement which cannot be amicably resolved, the dispute shall be submitted to mediation prior to being submitted to Arbitration under the rules and procedures of the American Arbitration Association and judgment upon the award rendered by the arbitrator(s)may be entered in any court having jurisdiction thereof. Any mediator or arbitrator selected by the parties shalt be knowledgeable in environmental law and/or remediation technologies. 10._ Execution of Agreement. Each of the undersigned hereby represents and warrants that it is authorized to execute this Agreement on behalf of the respective Party to the Agreement and that this Agreement, when executed by those Parties, shall become a valid and binding obligation,enforceable in accordance with its terms. Licensor represents and warrants that it is the owner of the property described in Exhibit A or that it has full lawful authority to grant access to the Property for the purposes described herein. 11. Assignment, Successors and Assi s. In the event Licensor's interests in the Property are conveyed,transferred or in any way assigned in whole or in part to any other person or entity, whether by contract, operation of law or otherwise, Licensor shall take any and all actions necessary at Licensor's sole cost to render any such conveyance, transfer or assignment subject to the terms of this Agreement and shall provide notice thereof to Shell. Except as set forth hereinafter, this Agreement cannot be assigned by either Party without the prior written consent of the other, which consent shall not be unreasonably withheld. 12. Notice. Any notice, consent, request, report, demand, or other document required to be given to one Party by the other shall be in writing and be delivered to or mailed to the receiving Party at its address, referenced on page 1 above. Facsimile copies shall be sufficient. 3